Exhibit 10.25


 


NEORX
CORPORATION

KEY EXECUTIVE SEVERANCE AGREEMENT


 


 


This Key Executive Severance Agreement (VP) (this “Agreement”),
dated as of May 11, 2004, is entered into by and between NEORX
CORPORATION, a Washington corporation (as supplemented by Section 10, the
“Company”), and GERALD MCMAHON (the “Executive”).


 


The Board of Directors of the Company (the “Board”)
has determined that it is in the best interests of the Company and its
shareholders to ensure that the Company will have the continued dedication of
the Executive, notwithstanding the fact that the Executive does not have any
form of assurance of job security in his Offer Letter dated April 26, 2004
for employment with the Company to which this Agreement is attached (the “Offer
Letter”).  The Board believes it is
imperative to diminish any distraction of the Executive arising from the
personal uncertainty and insecurity that arises in the absence of any assurance
of job security by providing the Executive with reasonable compensation and benefit
arrangements in the event of termination of the Executive’s employment by the
Company under certain defined circumstances.


 


In order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.


 


1.     Term


 


The initial term of this Agreement (the “Initial Term”) shall be for a period of
four (4) years from the date of this Agreement as first appearing; provided,
however, that this Agreement shall automatically renew for successive
additional two (2) year periods (“Renewal Terms”), unless notice of nonrenewal is given by
either party to the other party at least ninety (90) days prior to the end of
the Initial Term or any Renewal Term, and provided further that if a “Change of
Control” (as defined in the Change of Control Agreement referenced
in Section 16 hereof) occurs during the Term, the Term shall automatically
extend for the duration of the Employment Period (as defined in the Change of
Control Agreement).  The “Term” of this
Agreement shall be the Initial Term plus all Renewal Terms and, if applicable,
the duration of the Employment Period. 
At the end of the Term, this Agreement shall terminate without further
action by either the Company or the Executive.


Employment


 


The Executive and the Company acknowledge that, except as may otherwise
be provided under any other written agreement between the Executive and the
Company, the employment of the Executive by the Company or successor company is
“at will” and may be terminated by either the Executive or the Company or its successor
companies at any time with or without cause, subject to the termination
payments prescribed herein.


 


3.     Attention and Effort


 


During any period of time that the Executive remains in the employ of
the Company, and excluding any periods of vacation and sick leave to which the
Executive is entitled, the Executive will devote all his productive time,
ability, attention and effort to the business and affairs of the Company and
the discharge of the responsibilities assigned to him hereunder, and will seek to
perform faithfully and efficiently such responsibilities.  It shall not be a violation of this
Agreement for the Executive to hold board of director positions with outside
civic organizations or to spend a reasonable amount of time fulfilling the
duties of those positions, or to engage in other outside activities permitted
by the policies of the Company or as specifically permitted by the Board, so
long as such activities do not interfere with the performance of the
Executive’s duties hereunder.  Service
on a board of directors for a commercial entity will be subject to prior
approval of the Board; however, the Company acknowledges and agrees that
Executive has previously disclosed his appointment to the board of directors of
Trellis Bioscience, Inc.  It is
understood and agreed that activities specifically approved or acquiesced in
during the Term shall not be deemed to interfere with the performance of the
Executive’s responsibilities to the Company.


 

















 


4.     Termination


 


During the Term, employment of the Executive may be terminated as
follows, but, in any case, the nondisclosure provisions set forth in
Sections 7.1 and 7.2 hereof and certain obligations under the Invention
Agreement (as defined in Section 7.3 hereof) and the Offer Letter shall survive
the termination of this Agreement and the termination of the Executive’s
employment with the Company:


 


4.1          By the Company or the
Executive


 


At any time during the Term, the Company may terminate the employment
of the Executive with or without Cause (as defined below), and the Executive
may terminate his employment for Good Reason (as defined below) or for any
reason, upon giving Notice of Termination (as defined below).


 


4.2          Automatic Termination


 


This Agreement and the Executive’s employment shall terminate automatically
upon the death or Total Disability of the Executive.  The term “Total Disability” as used
herein shall mean the Executive’s inability (with such accommodation as may be
required by law and which places no undue burden on the Company), as determined
by a physician selected by the Company and acceptable to the Executive, to
perform the Executive’s essential duties for a period or periods aggregating
twelve (12) weeks in any three hundred sixty-five (365) day period as a result
of physical or mental illness, loss of legal capacity or any other cause beyond
the Executive’s control, unless the Executive is granted a leave of absence by
the Board.


 


4.3          Notice of Termination


 


Any termination by the Company or by the Executive during the Term
shall be communicated by Notice of Termination to the other party given in
accordance with Section 9 hereof. 
The term “Notice of Termination” shall
mean a written notice that (a) indicates the specific termination
provision in this Agreement relied upon and (b) to the extent applicable,
sets forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of the Executive’s employment under the provision so
indicated.  The failure by the Executive
or the Company to set forth in the Notice of Termination any fact or
circumstance that contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company hereunder or preclude the
Executive or the Company from asserting such fact or circumstance in enforcing
the Executive’s or the Company’s rights hereunder.


 


4.4         Date of Termination


 


“Date of Termination” means
(a) if the Executive’s employment is terminated by reason of death, the
last day of the calendar month in which the Executive’s death occurs, (b) if
the Executive’s employment is terminated by reason of Total
Disability, immediately upon a determination by the Company of the
Executive’s Total Disability, and (c) in all other cases, ten (10) days
after the date of personal delivery or mailing of the Notice of
Termination.  The Executive’s employment
and performance of services will continue during such ten (10) day period;
provided, however, that the Company may, upon notice to the Executive and
without reducing the Executive’s compensation during such period, excuse the
Executive from any or all of his duties during such period.


 


5.     Termination Payments


 


In the event of termination of the Executive’s employment during the
Term, all compensation and benefits shall terminate, except as specifically provided
in this Section 5.


 


5.1          Termination by the Company Other Than
for Cause or by the Executive for Good Reason


 


If during the Term the Company terminates the Executive’s employment
other than for Cause or the Executive terminates his employment for Good
Reason, the Executive shall be entitled to:


 


(a)  receive payment of the
following accrued obligations (the “Accrued Obligations”):


 


(i)    the Executive’s then current annual base
salary through the Date of Termination to the extent not theretofore paid; and


 


(ii)   any compensation previously deferred by the
Executive (together with accrued interest or earnings thereon, if any) and any
accrued vacation pay that would be


 

















 


payable under the Company’s standard policy, in each case to the extent
not theretofore paid;


 


(b)  for one year after the Date
of Termination or until the Executive qualifies for comparable medical and
dental insurance benefits from another employer, whichever occurs first, the
Company shall pay the Executive’s premiums for health insurance benefit
continuation for the Executive and his family members, if applicable, that the
Company provides to the Executive under the provisions of the federal
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to the
extent that the Company would have paid such premiums had the Executive
remained employed by the Company (such continued payment is hereinafter
referred to as “COBRA Continuation”);
and


 


(c)  an amount as severance pay
equal to one hundred percent (100%) of the Executive’s then current annual base
salary for the fiscal year in which the Date of Termination occurs, subject to
payment and potential reduction as set forth in Sections 5.5 and 5.9
hereof.


 


5.2          Termination by the Company
for Cause or by the Executive Other Than for Good Reason


 


If during the Term the Executive’s employment shall be terminated by
the Company for Cause or by the Executive for other than Good Reason, this
Agreement shall terminate without further obligation on the part of the Company
to the Executive, other than the Company’s obligation to pay the Executive the
Accrued Obligations to the extent theretofore unpaid.


 


5.3          Expiration of Term


 


In the event the Executive’s employment is not terminated prior to
expiration of the Term, this Agreement shall terminate without further
obligation on the part of the Company to the Executive.


 


5.4          Termination Because
of Death or Total Disability


 


If the Executive’s employment is terminated during the Term by reason
of the Executive’s death or Total Disability, this Agreement shall terminate
automatically without further obligation on the part of the Company to the
Executive or his legal representatives under this Agreement, other than the
Company’s obligation to pay the Executive the Accrued Obligations (which shall
be paid to the Executive’s estate or beneficiary, as applicable in the case of
the Executive’s death) and to provide COBRA Continuation.


 


5.5          Payment Schedule and
Offset for Other Earnings


 


All payments of Accrued Obligations, or any portion thereof payable
pursuant to this Section 5, shall be made to the Executive within ten (10)
working days of the Date of Termination. 
Any severance payments payable to the Executive pursuant to
Section 5.1(c) shall be made to the Executive in the form of salary continuation,
payable at normal payroll intervals during the one year period following the
Date of Termination (“Payment Period”). 
Any severance payments payable to the Executive pursuant to
Section 5.1(c) on or after the date of nine (9) months after the Date of
Termination (“Offset Period”)
shall be subject to offset for other earnings received by the Executive as
follows:


 


(a)  The Executive shall have no
affirmative duty to seek other employment or otherwise mitigate lost earnings
during any part of the Payment Period.


 


(b)  The Executive shall disclose
to the Company any earnings received (or that the Executive had the right to
receive) from employment, consulting or performance of other personal services
during the Offset Period, and the source(s) of such earnings.


 


(c)  The Company, in each payroll
period during the Offset Period that a severance payment is due, shall have the
right to offset on a dollar-for-dollar basis all such earnings that the
Executive received during that payroll period.


 


5.6          Cause


 


For purposes of this Agreement, “Cause” means cause
given by the Executive to the Company and shall include, without limitation,
the occurrence of one or more of the following events:


 

















 


(a)  a clear refusal to carry out
any material lawful duties of the Executive or any directions of the Board
reasonably consistent with those duties;


 


(b)  persistent failure to carry
out any lawful duties of the Executive or any directions of the Board
reasonably consistent with those duties; provided, however, that the Executive
has been given reasonable notice and opportunity to correct any such failure;


 


(c)  violation by the Executive of
a state or federal criminal law involving the commission of a crime against the
Company or any other criminal act involving moral turpitude;


 


(d)  current abuse by the
Executive of alcohol or controlled substances; deception, fraud,
misrepresentation or dishonesty by the Executive; or any incident materially
compromising the Executive’s reputation or ability to represent the Company
with investors, customers or the public; or


 


(e)  any other material violation
of any provision of this Agreement by the Executive, subject to the notice and
opportunity to cure requirements of Section 8 hereof.


 


5.7          Good Reason


 


For purposes of this Agreement, “Good Reason”
means:


 


(a)  reduction of the Executive’s
annual base salary to a level below the level in effect on the date of this
Agreement, regardless of any change in the Executive’s duties or
responsibilities;


 


(b)  the assignment to the
Executive of any duties materially inconsistent with the Executive’s position,
authority, duties or responsibilities or any other action by the Company the
results in a material diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated and inadvertent action
not taken in bad faith and that is remedied by the Company promptly after
receipt of notice thereof given by the Executive;


 


(c)  the Company’s requiring the
Executive to be based at any office or location more than thirty (30) miles
from the Company’s current location in Seattle, Washington or from the city of
San Francisco, California;


 


(d)  any failure by the Company to
comply with and satisfy Section 10 hereof, provided, however, that the
Company’s successor has received at least ten (10) days’ prior written notice
from the Company or the Executive of the requirements of Section 10
hereof; or


 


(e)  any other material violation
of any provision of this Agreement by the Company, subject to the notice and
opportunity to cure requirements of Section 8 hereof.


 


5.8          General  Release of Claims


 


As a condition to the payment contemplated by Section 5.1(c), the
Executive shall execute a general release of claims against the Company in a
form satisfactory to the Company in its sole discretion.  By way of example and not limitation, the
general release of claims will include any claims for wages, bonuses,
employment benefits, or damages of any kind whatsoever, arising out of any
contracts, express or implied, any covenant of good faith and fair dealing,
express or implied, any theory of wrongful discharge, any legal restriction on
the Company’s right to terminate employment, or any federal, state or other
governmental statute or ordinance, including, without limitation, Title VII of
the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act,
the Americans with Disabilities Act, the Family and Medical Leave Act, the
Washington Law Against Discrimination or similar California law, or any other
legal limitation on the employment relationship.


 


5.9          Dispute Regarding Existence of Good
Reason for Termination


 


In the event the Company disputes whether Good Reason existed for the
Executive to terminate his employment for Good Reason, the Company shall pay
salary continuation as provided in Section 5.5 until the earliest of
(i) settlement by the parties, (ii) determination by arbitration in
accordance with Section 14 hereof that Good Reason did not exist, and
(iii) completion of the payments required by Section 5.5 and
Section 5.1(c) hereof.


 

















 


If, pursuant to Section 14
hereof, an arbitrator determines that Good Reason did not exist, the arbitrator
shall also decide whether the Executive had a reasonable, good-faith basis for
claiming that there was Good Reason to terminate.  If the arbitrator determines that there was not such a basis, the
Executive shall be obligated to repay promptly to the Company the salary
continuation payments; if the arbitrator determines that there was such a
basis, the Executive shall not be obligated to repay the salary continuation.


 


6.     Representations, Warranties and Other Conditions


 


In order to induce the Company to enter into this Agreement, the
Executive represents and warrants to the Company as follows:


 


6.1          Health


 


The Executive is in good health and knows of no physical or mental
disability that, with any accommodation that may be required by law and that
places no undue burden on the Company, would prevent him from fulfilling his
obligations hereunder.  The Executive
agrees, if the Company requests, to submit to reasonable periodic medical
examinations by a physician or physicians designated, paid for and arranged by
the Company.  The Executive agrees that
the examination’s medical report shall be provided to the Company.


 


6.2          No Violation of Other Agreements


 


The Executive represents that neither the execution nor the performance
of this Agreement by the Executive will violate or conflict in any way with any
other agreement by which the Executive may be bound.


 


7.     Nondisclosure; Return of Materials


 


7.1          Nondisclosure


 


Except as required by his employment with the Company, the Executive
will not, at any time during the term of employment by the Company, or at any
time thereafter, directly, indirectly or otherwise, use, communicate, disclose,
disseminate, lecture upon or publish articles relating to any confidential,
proprietary or trade secret information without the prior written consent of
the Company.  The Executive understands
that the Company will be relying on this covenant in continuing the Executive’s
employment, paying his compensation, granting him any promotions or raises, or
entrusting him with any information that helps the Company compete with others.


 


7.2          Return of Materials


 


All documents, records, notebooks, notes, memoranda, drawings or other
documents made or compiled by the Executive at any time while employed by the
Company, or in his possession, including any and all copies thereof, shall be
the property of the Company and shall be held by the Executive in trust and
solely for the benefit of the Company, and shall be delivered to the Company by
the Executive upon termination of employment or at any other time upon request
by the Company.


 


7.3          Invention and Proprietary Information
Agreement


 


The parties have executed concurrently herewith the NeoRx Corporation
Invention and Proprietary Information Agreement, in the form attached as
Exhibit C to the Offer Letter (“Invention Agreement”) and acknowledge that their
respective obligations thereunder shall apply to the entire period of Executive’s
employment with the Company and shall survive the execution of this Agreement,
the termination of this Agreement and the termination of the Executive’s
employment with the Company.


 


8.     Notice  and Cure of Breach


 


Whenever a breach of this Agreement by either party is relied upon as
justification for any action taken by the other party pursuant to any provision
of this Agreement, other than clause (a), (b), (c) or (d) of
Section 5.6 hereof, before such action is taken, the party asserting the
breach of this Agreement shall give the other party at least twenty (20) days’
prior written notice of the existence and the nature of such breach before
taking further action hereunder and shall give the party purportedly in breach
of this Agreement the opportunity to correct such breach during the twenty (20)
day period.


 

















 


9.     Form of Notice


 


Every notice required by the terms of this Agreement shall be given in
writing by serving the same upon the party to whom it was addressed personally
or by registered or certified mail, return receipt requested, at the address
set forth below or at such other address as may hereafter be designated by
notice given in compliance with the terms hereof:


 


	
  If
  to the Executive:

  	
   

  	
  Gerald
  McMahon

  
	
   

  	
   

  	
  522 12th Avenue

  
	
   

  	
   

  	
  San Francisco, CA 
  94118

  
	
   

  	
   

  	
   

  
	
  If to the Company:

  	
   

  	
  NeoRx Corporation

  
	
   

  	
   

  	
  300 Elliott Avenue West

  
	
   

  	
   

  	
  Seattle, Washington
  98119

  
	
   

  	
   

  	
  Attn:  Corporate Secretary

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Perkins Coie LLP

  
	
   

  	
   

  	
  1201 Third Avenue, 40th
  Floor

  
	
   

  	
   

  	
  Seattle, Washington
  98101-3099

  
	
   

  	
   

  	
  Attn:  James R. Lisbakken

  



 


Except as set forth in Section 4.4 hereof, if notice is mailed,
such notice shall be effective upon mailing.


 


10.   Assignment


 


This Agreement is personal to the Executive and shall not be assignable
by the Executive.


 


The Company shall assign to and require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all the business and/or assets of the Company to assume expressly
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had
taken place.  As used in this Agreement,
the “Company” shall mean NeoRx Corporation and any affiliated
company or successor to its business and/or assets as aforesaid that assumes
and agrees to perform this Agreement by contract, operation of law or
otherwise; and as long as such successor assumes and agrees to perform this
Agreement, the termination of the Executive’s employment by one such entity and
the immediate hiring and continuation of the Executive’s employment by the
succeeding entity shall not be deemed to constitute a termination or trigger
any severance obligation under this Agreement. 
All the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.


 


11.   Waivers


 


No delay or failure by any party hereto in exercising, protecting or
enforcing any of its rights, titles, interests or remedies hereunder, and no
course of dealing or performance with respect thereto, shall constitute a
waiver thereof.  The express waiver by a
party hereto of any right, title, interest or remedy in a particular instance
or circumstance shall not constitute a waiver thereof in any other instance or
circumstance.  All rights and remedies
shall be cumulative and not exclusive of any other rights or remedies.


 


12.   Amendments in Writing


 


No amendment, modification, waiver, termination or discharge of any
provision of this Agreement, or consent to any departure therefrom by either
party hereto, shall in any event be effective unless the same shall be in
writing, specifically identifying this Agreement and the provision intended to
be amended, modified, waived, terminated or discharged and signed by the
Company and the Executive, and each such amendment, modification, waiver,
termination or discharge shall be effective only in the specific instance and
for the specific purpose for which given. 
No provision of this Agreement shall be varied, contradicted or
explained by any oral agreement, course of dealing or performance or any other
matter not set forth in an agreement in writing and signed by the Company and
the Executive.


 

















 


13.   Applicable Law and Venue


 


This Agreement shall in all respects, including all matters of
construction, validity and performance, be governed by, and construed and
enforced in accordance with, the laws of the State of Washington, without
regard to any rules governing conflicts of laws.  Executive irrevocably consents to the jurisdiction and venue of
the state and federal courts located in King County, Washington, and agrees not
to bring any action, or seek to remove or transfer any action, relating to this
Agreement in or to any other court, other than a state or federal court located
in King County, Washington.


 


14.   Arbitration; Attorneys’ Fees


 


Except in connection with enforcing Section 7 hereof, for which
legal and equitable remedies may be sought in a court of law, any dispute
arising under this Agreement shall be subject to arbitration.  The arbitration proceeding shall be
conducted in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the “AAA Rules”) then
in effect, conducted by one (1) arbitrator either mutually agreed upon or
selected in accordance with the AAA Rules. 
The arbitration shall be conducted in King County, Washington, under the
jurisdiction of the Seattle office of the American Arbitration
Association.  The arbitrator shall have
authority only to interpret and apply the provisions of this Agreement, and
shall have no authority to add to, subtract from or otherwise modify the terms
of this Agreement.  Any demand for
arbitration must be made within sixty (60) days of the event(s) giving rise to
the claim that this Agreement has been breached.  The arbitrator’s decision shall be final and binding, and each
party agrees to be bound by the arbitrator’s award, subject only to an appeal
therefrom in accordance with the laws of the State of Washington.  Either party may obtain judgment upon the
arbitrator’s award in the Superior Court of King County, Washington.


If it becomes necessary to pursue or defend any legal proceeding,
whether in arbitration or court, in order to resolve a dispute arising under
this Agreement, the prevailing party in any such proceeding shall be entitled
to recover its reasonable costs and attorneys’ fees.


 


15.   Severability


 


If any provision of this Agreement shall be held invalid, illegal or
unenforceable in any jurisdiction, for any reason, including, without
limitation, the duration of such provision, its geographical scope or the
extent of the activities prohibited or required by it, then, to the full extent
permitted by law, (a) all other provisions hereof shall remain in full
force and effect in such jurisdiction and shall be liberally construed in order
to carry out the intent of the parties hereto as nearly as may be possible,
(b) such invalidity, illegality or unenforceability shall not affect the
validity, legality or enforceability of any other provision hereof, and
(c) any court or arbitrator having jurisdiction thereover shall have the
power to reform such provision to the extent necessary for such provision to be
enforceable under applicable law.


 


16.   Coordination with Change of Control Agreement


 


The Company and the Executive are contemporaneously with this Agreement
entering into a Change of Control Agreement (the “Change
of Control Agreement”), which agreement provides for certain
forms of severance and benefit payments in the event of termination of
Executive’s employment under certain defined circumstances.  This Agreement is in addition to the Change
of Control Agreement, providing certain assurances to the Executive in
circumstances that the Change of Control Agreement does not cover, and in no
way supersedes or nullifies the Change of Control Agreement.  Nevertheless, it is possible that a
termination of employment by the Company or by the Executive may fall within
the scope of both agreements.  In such
event, payments made to the Executive under Section 5.1 hereof shall be
coordinated with payments made to the Executive under Section 8.1 of the
Change of Control Agreement as follows:


 


(a)            Accrued Obligations
under this Agreement need not be paid if paid under the Change of Control
Agreement;


(b)           COBRA Continuation
under this Agreement need not be provided if provided under the Change of
Control Agreement; and


(c)            The severance
payment required under Section 5.1(c) hereof need not be paid if a severance
payment is made under Section 8.1(d) of the Change of Control Agreement.


 


17.   Excess  Parachute Payments


 


Unless provided by Section 8.8 of the Change of Control Agreement,
if any portion of the payments or benefits under this Agreement or any other
agreement or benefit plan of the Company (including stock options)


 

















 


would be characterized as an
“excess parachute payment” to the Executive under Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”),
the Executive shall be paid any excise tax that the Executive owes under
Section 4999 of the Code as a result of such characterization, such excise
tax to be paid to the Executive at least ten (10) days prior to the date that
he is obligated to make the excise tax payment.  The determination of whether and to what extent any payments or
benefits would be “excess parachute payments” and the date by which any excise
tax shall be due, shall be determined in writing by recognized tax counsel
selected by the Company and reasonably acceptable to the Executive.


 


18.   Entire Agreement


 


Except as described in Section 16 hereof, this Agreement
constitutes the entire agreement between the Company and the Executive with
respect to the subject matter hereof, and all prior or contemporaneous oral or
written communications, understandings or agreements between the Company and
the Executive with respect to such subject matter are hereby superseded and
nullified in their entireties, except that the Invention Agreement between the
Executive and the Company, and the Offer Letter to which it and this Agreement
are Exhibits, shall continue in full force and effect to the extent not
superseded by Sections 7.1 and 7.2 hereof.


 


19.   Withholding


 


The Company may withhold from any amounts payable under this Agreement
such federal,
state or local taxes as shall be required to be withheld pursuant to any
applicable law or regulation.


 


20.   Counterparts


 


This Agreement may be executed in counterparts, each of which
counterpart shall be deemed an original, but all of which together shall
constitute one and the same instrument.


IN WITNESS
WHEREOF, the parties have executed and entered into this Agreement effective on
the date first set forth above.


 


 


	
   

  	
  NEORX
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jack L. Bowman

  	
   

  
	
   

  	
   

  	
  Name: Jack L. Bowman

  
	
   

  	
   

  	
  Its: Executive Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerald McMahon

  	
   

  
	
   

  	
   

  	
  Name: Gerald McMahon